Legal Deposit Certificate

LEGAL DEPOSIT CERTIFICATE

This Legal Deposit Certificate is made as of by and between Depositor Name: ("Depositor") and Depositary Name: ("Depositary").

RECITALS

WHEREAS, Depositor is the owner or lawful custodian of certain original documents, copies and/or records described herein and desires to place such items in the custody of Depositary for safekeeping, identification and limited access in accordance with the terms of this Certificate;

WHEREAS, Depositary is willing to accept and store the materials identified in this Certificate subject to the terms, conditions, warranties and limitations set forth below; and

WHEREAS, the parties desire to establish an agreed procedure for custody, access, release and disposition of the deposited materials to avoid dispute and to record the existence and condition of the deposit.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following definitions apply: "Deposited Materials" means the items described in Section 2; "Custody" means physical control of the Deposited Materials by Depositary subject to the terms of this Certificate; "Authorized Representative" means an individual or entity identified in writing by a party and delivered to the other party in accordance with the Notices provision.

2. DESCRIPTION OF DEPOSITED MATERIALS

Original documents    Certified copies    Digital copy on storage medium    Other (describe below)

3. ACCEPTANCE AND CUSTODY

Depositary acknowledges receipt of the Deposited Materials described above on and accepts custody subject to the terms of this Certificate. Acceptance is limited to physical custody and does not constitute verification of authenticity, completeness or legal sufficiency of the Deposited Materials unless expressly stated in writing.

4. PURPOSE OF DEPOSIT; RESTRICTIONS

The Deposited Materials are held solely for the following stated purpose: Unless otherwise agreed in writing, Depositary shall not alter, copy, or use the Deposited Materials for any purpose other than safekeeping and as may be required to effectuate authorized access or release.

5. ACCESS, INSPECTION AND RELEASE

Access to the Deposited Materials shall be granted only upon delivery to Depositary of a written request signed by the Depositor or by an Authorized Representative or upon presentation of a court order or other legal process directing release. Requests for voluntary release shall include a written release instruction specifying the materials to be released, the recipient, and the date of release. Depositary shall have no obligation to release materials without receipt of satisfactory written authorization or lawful process.

Depositary may require a minimum notice period of days for scheduled inspections or releases and may demand reasonable identification and proof of authority prior to permitting access.

6. REPRESENTATIONS AND WARRANTIES

Depositor represents and warrants that (a) it has full authority to deposit the Deposited Materials and to grant the rights and instructions contained in this Certificate; (b) the Deposited Materials are not subject to liens or encumbrances except as disclosed in writing to Depositary; and (c) the execution and performance of this Certificate will not violate any agreement to which Depositor is a party.

Depositary represents that it will exercise reasonable care in the physical storage and protection of the Deposited Materials in accordance with industry standards for similar documents and media, consistent with the level of custody paid for or agreed between the parties.

7. INDEMNITY

Depositor shall indemnify, defend and hold harmless Depositary and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Depositor's representations, warranties or obligations under this Certificate, and (b) Depositor's instructions for release except to the extent such claims are caused by Depositary's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

Except for liability resulting from Depositary's gross negligence or willful misconduct, Depositary's liability for loss, damage or failure to produce Deposited Materials shall be limited to the lesser of (a) the reasonable documented cost to restore or replace the specific Deposited Materials, or (b) the aggregate amount actually paid to Depositary by Depositor for storage services during the twelve (12) months preceding the event giving rise to the claim. Depositary shall not be liable for loss or delay caused by events beyond its reasonable control, including acts of God, fire, flood, strikes, riots, civil commotion, or governmental action.

9. TERM; TERMINATION; DISPOSITION

This Certificate shall remain in effect until the earlier of (a) written mutual agreement of the parties, (b) full lawful release and return of all Deposited Materials in accordance with Section 5, or (c) disposition required by court order. Upon termination, Depositary shall follow the written disposition instructions of Depositor, provided Depositary has received satisfactory evidence of authority and cleared any outstanding fees or charges due to Depositary.

10. FEES AND EXPENSES

Depositor shall pay Depositary the agreed fees for acceptance, storage, retrieval and any special handling. Depositary may retain possession of Deposited Materials pending payment of all outstanding fees and expenses incurred in connection with the custody and handling of the deposit.

11. NOTICES

Notices required or permitted under this Certificate shall be in writing and delivered by hand, certified mail, courier or other commercially reasonable means to the addresses below. Notice shall be deemed delivered upon receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Certificate shall be effective unless in writing and signed by both parties. Failure by either party to enforce any provision shall not constitute a waiver of its rights. This Certificate may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles:

This Certificate, together with any schedules or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. ADDITIONAL PROVISIONS

Any party may appoint an Authorized Representative for communications and release instructions by delivering written notice to the other party in accordance with Section 11. Depositary may take reasonable steps to verify written instructions prior to acting thereon, including requiring notarization or other evidentiary proof where appropriate.

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